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VIGIL MECHANISM
 

POLICY
A Whistleblower is a person or entity disclosing any violation or suspected violation. The general purpose of this Policy is to protect any person who makes a disclosure in good faith of suspected wrongful conduct or violations of the Code of Conduct and Business Ethics. 
Merino Industries Limited (MIL) believes in the conduct of its business affairs in fair and transparent manner by ensuring highest standards of professionalism, honesty and integrity. The Company has adopted Code of Conduct and Business Ethics which lays down the principles and standards that should govern the actions and behaviors of the Company as well as its employees. 
The underlying intent of the Whistleblower Policy is to encourage and enable employees of the Company to raise serious concerns within the organization before seeking resolution of any violation outside the organization and to maintain peace and harmony at the workplace.

PREFACE
Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 issued directives for the following classes of companies to constitute a vigil mechanism:

  • Every listed company;
  • Every other company which accepts deposits from the public;
  • Every company which has borrowed money from banks and public financial institutions in excess of Rs. 50 crores.

In pursuance with Corporate Governance practices, it is mandatory to establish a mechanism called "Whistle Blower Policy" for directors and employees to report concerns of unethical behavior, actual or suspected, fraud or violation of the Company's Code of Conduct and Business Ethics Policy. 
The purpose of the Whistleblower Policy (herein after referred to as "the Policy") is to provide an opportunity to the employees and directors to approach the Chairman of the Audit Committee or the Compliance Officer of the Company to report violation or suspected violation of the Code of Conduct and Business Ethics of the Company.

DEFINITIONS
The definitions of some of the terms used in this Policy are provided below:

  • 'Audit Committee' mean the Audit Committee of the Company constituted by the Board of Directors in accordance with Section 177 of the Companies Act, 2013 'Employee' means every employee of the Company (whether working in India or abroad) including the directors in employment of the Company.
  • 'Code' means the Code of Conduct.
  • 'Investigators' means the persons appointed, authorized or consulted by the Chairman of the Audit Committee and includes the Auditors of the Company and Police.
  • 'Ombudsman': An authorized person for the purpose of receiving all complaints under this Policy and ensuring appropriate action. The BoD will have the authority to change the Ombudsman from time to time
  • 'Protected Disclosure' means any communication made in good faith that discloses any information or provides evidence unethical or improper activity.
  • 'Subject' means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.
  • 'Whistleblower' means an employee or director making a Protected Disclosure under this Policy.

SCOPE
This Policy is an extension of the Code of Conduct and Business Ethics. The role of the Whistleblower is to report information of suspected fraud or misappropriation to the concerned Reporting Authority and not to act as investigators nor he / she should act as a judge to suggest or implement corrective or remedial action if such information or evidence proves to be true. The Whistleblower should not be made part of the investigation team or provided any right to participate in the investigation.

ELIGIBILITY
All employees and directors of the Company, whether in India or abroad, are covered under this scope of this Policy for making Protected Disclosures

COVERAGE OF POLICY
The Policy covers malpractices and events which have taken place/ suspected to take place involving:

  • Abuse of authority
  • Breach of contract
  • Negligence causing substantial and specific danger to public health and safety
  • Manipulation of Organization's data/records
  • Financial irregularities, including fraud, or suspected fraud
  • Criminal offence
  • Pilferage of confidential/propriety information
  • Deliberate violation of law/regulation
  • Wastage/misappropriation of Organization's funds/assets
  • Breach of employee Code of Conduct or Rules
  • Any other unethical, biased, favored, imprudent event

PROCEDURE
A Whistleblower may send a letter by marking "personal and confidential" in bold letters on the front of the envelope. The envelope is to be addressed to: The Compliance Officer, Merino Industries Limited, 5, Alexandra Court, 60/1, Chowringhee Road, Kolkata – 700020, West Bengal.
If making complaint through email, the email should be addressed to the merinokol@merinoindia.com. If the Whistleblower has sent an email and do not receive a reply mail within 7 days, then it should be assumed that such email has not been delivered due to computer filtering activities and another mode of contact should be made. 
Employees can make Protected Disclosure to Ombudsman, as soon as possible but not later than 30 consecutive days after becoming aware of the concern 

Whistle Blower must put his/her name to allegations. Concerns expressed anonymously will not be investigated.
The Organization will protect the Whistle Blower by:

  • Ensuring that the Whistle Blower and/or the person processing the Protected Disclosure is not victimized for doing so
  • Treating victimization as a serious matter including initiating disciplinary action on such person(s)
  • Ensuring complete confidentiality for the Whistle Blower
  • Not attempting to conceal evidence of the Protected Disclosure
  • Taking disciplinary action, if any one destroys or conceals evidence of the Protected Disclosure made/to be made

Enquiry into the Disclosure

  • The Ombudsman will forward the concern to the HoD - HR. The Name of the Whistle Blower shall not be disclosed to the HoD – HR
  • In case the concern is against the HoD - HR, the Ombudsman would forward the concern directly to the BoD
  • If initial enquiries by the HoD - HR indicate that the concern has no basis, or it is not a matter which requires investigation to be pursued under this Policy, it may be dismissed at this stage and the decision is documented
  • Where initial enquiries indicate that further investigation is necessary, this will be carried through the BoD as described under the Section of the Disciplinary Policy
  • The decision of the BoD would be final in this regard

REPORTING RESPONSIBILITY
Every director, employee and officer of the Company is responsible to comply with the provisions of the Code of Conduct and Business Ethics and therefore, to report violations or suspected violations in accordance with this Policy. The report should be made immediately at the time such violation or suspected violation comes to their notice.

NO RETALIATION
Employee, officer or director of the Company who in good faith reports a violation shall not be subjected to humiliation, harassment or retaliation. Any employee, officer or director who retaliates against a Whistleblower shall be subjected to disciplinary action which may result in termination of employment.

PROHIBITED DISCRIMINATION BY EMPLOYERS
The Company is prohibited from knowingly discriminating or retaliating against an employee who in good faith:

  • Reported verbally or in writing , any criminal activity by any person;
  • Reported verbally or in writing, any activity or violation within the organization which may eventually bring criminal charges against any person;
  • Co-operated with a law enforcement agency or authority for criminal investigation;

ACTING IN GOOD FAITH
Any employee, officer or director filing a complaint for violation or suspected violation of the Code of Conduct must be acting in good faith. The term 'Good Faith' means that a person has a reasonable belief that the disclosure made is true and not misleading and has not been made out of malice, jealousy, for personal gain or any other ulterior means.

DISQUALIFICATIONS
Whereas genuine Whistleblowers are ensured complete protection from any retaliation or humiliation, any misuse of this protection will eventually lead to disciplinary action and will be viewed seriously. An intentional filing of a frivolous complaint or a report, whether made verbally or in writing, will be considered as violation of the Code and will be subjected to disciplinary action. 
Whistleblowers who make three or more Protected Disclosures which ultimately proves to be frivolous and made with mala fide intention, will be disqualified from making any further disclosures under this Policy. In respect of such Whistleblower, the Company or Audit committee reserves the right to initiate disciplinary proceedings.

INVESTIGATION
All Protected Disclosures reported under this policy will be thoroughly investigated by the Chairman of the Audit Committee or Compliance Officer of the Company who will investigate or oversee the investigations under authorization of the Audit Committee. If circumstances warrant so, the Compliance Officer or Chairman of the Audit Committee may consider involving any investigator for the purpose of investigation. 
The decision of the Chairman of the Audit Committee or the Compliance Officer of the Company shall not be treated as an accusation. It shall be treated as a neutral fact finding process. 
Subjects shall be duty bound to cooperate with the Chairman of the Audit Committee or the Compliance Officer of the Company during the course of any investigation. While the process of investigation is running, the identity of the Subject should be kept confidential to the extent possible subject to the provisions of the law. The investigation shall be completed normally within 60 days from the date of receipt of the Protected Disclosures.

SECRECY/CONFIDENTIALITY
The Whistle Blower, the Subject, everyone involved in the process shall:

  • Maintain complete confidentiality/ secrecy of the matter
  • Not discuss the matter in any informal/social gatherings/ meetings
  • Discuss only to the extent or with the persons required for the purpose of completing the process and investigations
  • Not keep the papers unattended anywhere at any time
  • Keep the electronic mails/files under password
  • If anyone is found not complying with the above, (s)he shall be held liable for such disciplinary action as is considered fit.

DECISION
If an investigation leads the Compliance Officer or the Chairman of the Audit Committee to conclude that a unethical act or fraud has been committed, the Compliance Officer or the Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as the Compliance Officer or the Chairman of the Audit Committee deems fit.

REPORTING
The Compliance Officer shall submit a Report to the Chairman of the Audit Committee on a regular basis about all protected disclosures referred to him/her since the last report together with the results of the investigations, if any.

AMENDMENTS
The Audit Committee or the Board of Directors reserves the right to amend or modify this Policy in whole or in part, at any time without assigning any reason there for. However, no such amendment or modification will be binding on the employees and directors until and unless the same is notified to the employees or directors in writing.

 

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